Form 4 for ADGM Adagio Medical Holdings, Inc.
Accepted 2024-10-01 00:00:00 ET · period of report 2024-09-27 · accession 0001140361-24-042486 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024-10-01 | 2024-09-27 | ADGM | Stone Adam Leo | 10% | J - Other | — | -3.50M | 0 | -100% | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2024-09-27 | J | D | 3,501,600 | — | 0 | D | — | — | (F1) On September 27, 2024, ARYA Sciences Holdings IV (the "Sponsor") effectuated a pro rata distribution for no consideration to its shareholders of its shares of common stock, par value $0.0001 per share (the "Common Stock"), of Adagio Medical Holdings, Inc. (f/k/a/ Aja HoldCo, Inc.) (the "Issuer"), including 1,147,500 shares of Common Stock that are subject to share price trigger vesting (the "Earn-Out Shares"). Such Earn-Out Shares (i) will vest if, prior to the tenth anniversary (the "Earn-Out Period") of the closing (the "Closing") of the business combination by and among ARYA Sciences Acquisition Corp IV, the Sponsor and the Issuer, the post-Closing share price of Common Stock equals or exceeds $24.00 per share for any 20 trading days within any 30 trading day period, or (ii) will automatically be forfeited and cancelled if the foregoing vesting condition is not fulfilled within the Earn-Out Period. (F2) The reported securities were directly held by the Sponsor. The Sponsor is governed by a board of directors consisting of two directors, Adam Stone and Michael Altman. As such, Messrs. Stone and Altman had voting and investment discretion with respect to any shares of Common Stock that were held of record by the Sponsor and may be deemed to have shared beneficial ownership of any shares of Common Stock that were held directly by the Sponsor. |